UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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Tiffany & Co.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2011 Annual Meeting of Stockholders

PROXY STATEMENT

ATTENDANCE AND VOTING MATTERS

Introduction

The Annual Meeting of the stockholders of Tiffany & Co. (the “Company”) will be held on Thursday, May 19, 2011, at 9:00 a.m. in the Cosmopolitan Suite of the Four Seasons Hotel, 57 East 57^th Street, between Madison Avenue and Park Avenue, New York, New York.

This Proxy Statement and accompanying material, including the form of proxy, was first sent to the Company’s stockholders on or about April 8, 2011. It was sent to you on behalf of the Company by order of the Company’s Board of Directors (the “Board”).

You are entitled to vote at our 2011 Annual Meeting because you were a stockholder, or held Company stock through a broker, bank or other nominee, at the close of business on March 22, 2011, the record date for this year’s Annual Meeting. That is why you were sent this Proxy Statement and accompanying material.

This proxy statement has been bound with our Annual Report on Form 10-K, which contains financial and other information about our business during Fiscal 2010 (February 1, 2010 to January 31, 2011). As is the practice of many other companies, the Company is now providing proxy materials by a “notice and access” process through the Internet. This enables the Company to reduce the cost of paper, printing and postage and, of great importance, to substantially reduce paper use in order to benefit our environment. Those stockholders who wish to receive a paper report may request one.

How to Request and Receive a PAPER or E-MAIL Copy of the Proxy Materials

OPTION A: If you are a beneficial stockholder (beneficial stockholders typically have their shares held at brokerage firms or at other financial institutions):

		1) By Internet:		www.proxyvote.com
		2) By Telephone:		1-800-579-1639
		3) By E-Mail*:		sendmaterial@proxyvote.com

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

OPTION B: If you are a registered stockholder (registered stockholders typically have their shares held in stock certificate form or in book entry form by Tiffany’s transfer agent, BNY Mellon Shareowner Services):

		1) By Internet:		http://www.proxyvoting.com/tif
		2) By Telephone:		1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
		3) By E-mail**:		shrrelations@bnymellon.com

Please make the requests as instructed above on or before May 5, 2011 to facilitate timely delivery.

TIFFANY & CO.

You may also find important information about the Company, with its principal executive offices at 727 Fifth Avenue, New York, New York 10022, on our website at www.tiffany.com. By clicking “Investors” at the bottom of the page, you will find additional information concerning some of the subjects addressed in this document.

Important Notice Regarding Internet Availability of Proxy Materials
for the Stockholder Meeting to be Held on May 19, 2011.

The Proxy Statement and Annual Report to Stockholders
are available at http://bnymellon.mobular.net/bnymellon/tif

Matters to be Voted on at the 2011 Annual Meeting

There are four matters scheduled to be voted on at this year’s Annual Meeting:

	•		The election of the Board;
	•		Ratification of the selection of the independent registered public accounting firm to audit our Fiscal 2011 financial statements;
	•		Your approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement (“say-on-pay”); and
	•		Your preference, on an advisory basis, as to whether your approval of compensation of the Company’s named executive officers should be sought each year, every second year or every third year (“say-when-on-pay”).

In addition, such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof may be voted on.

How to Vote Your Shares

You can vote your shares at the Annual Meeting by proxy or in person.

You can vote by proxy by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must do one of the following:

	•		Complete the enclosed form, called a “proxy card,” and mail it in the envelope provided; or
	•		Call the telephone number listed on your proxy card or notice and follow the pre-recorded instructions; or
	•		Use the Internet to vote by going to the Internet address listed on your proxy card or notice; have your proxy card or notice in hand as you will be prompted to enter your control number and to create and submit an electronic vote.

If you do one of the above, you will have designated three officers of the Company to act as your proxies at the 2011 Annual Meeting. One of them will then vote your shares at the Annual Meeting in accordance with the instructions you have given them on the proxy card, the telephone or the Internet with respect to each of the proposals presented in this Proxy Statement. If you sign and return your proxy card but do not give voting instructions, your proxy will vote the shares represented thereby for the election of each of the director nominees listed in Proposal No. 1 below, for approval of Proposal No. 2, which is discussed below, for approval of our named

TIFFANY & CO.

executive officer compensation and for a vote to submit named executive officer compensation to stockholder approval every year. Proxies will extend to, and be voted at, any adjournment or postponement of the Annual Meeting.

Alternatively, you can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the meeting.

While we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be presented at the meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with his best judgment.

A special note for those who plan to attend the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the record date. In addition, you will not be able to vote at the meeting unless you obtain a legal proxy from the record holder of your shares.

How to Revoke Your Proxy

If you decide to vote by proxy (including by mail, telephone or Internet), you can revoke — that is, change or cancel — your vote at any time before your proxy casts his vote at the Annual Meeting. Revoking your vote by proxy may be accomplished in one of three ways:

•

You can send an executed, later-dated proxy card to the Secretary of the Company, call in different instructions, or access the Internet voting site;

•

You can notify the Secretary of the Company in writing that you wish to revoke your proxy; or

•

You can attend the Annual Meeting and vote in person.

The Number of Votes That You Have

Each share of the Company’s common stock has one vote. The number of shares, or votes, that you have at this year’s Annual Meeting is indicated on the enclosed proxy card.

What a Quorum Is

A “quorum” is the minimum number of shares that must be present at an Annual Meeting for a valid vote. For our stockholder meetings, a majority of shares outstanding on the record date and entitled to vote at the Annual Meeting must be present.

The number of shares outstanding at the close of business on March 22, 2011, the record date, was 127,484,760. Therefore, 63,742,380 shares must be present at our 2011 Annual Meeting for a quorum to be established.

To determine if there is a quorum, we consider a share “present” if:

•

The stockholder who owns the share is present at the Annual Meeting, whether or not he or she chooses to cast a ballot on any proposal; or

•

The stockholder is represented by proxy at the Annual Meeting.

TIFFANY & CO.

If a stockholder is represented by proxy at the Annual Meeting, his or her shares are deemed present for purposes of a quorum, even if:

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The stockholder withholds his or her vote or marks “abstain” for one or more proposals; or

•

There is a “broker non-vote” on one or more proposals.

What a “Broker Non-Vote” Is

Shares held in a broker’s name may be voted by the broker, but only in accordance with the rules of the New York Stock Exchange. Under those rules, your broker must follow your instructions. If you do not provide instructions to your broker, your broker may vote your shares based on its own judgment or it may withhold a vote. Whether your broker votes or withholds its vote is determined by the New York Stock Exchange rules and depends on the proposal being voted upon. In the absence of instructions provided by you, your broker will be required to withhold its vote unless you provide instructions with respect to the election of the Board, say-on-pay and say-when-on-pay.

If your broker withholds its vote, that is called a “broker non-vote.” As stated above, broker non-votes are counted as present for a quorum.

What Vote Is Required to Approve Each Proposal

Each nominee for director shall be elected by a majority of the votes cast “for” or “against” the nominee at the Annual Meeting. That means that the number of shares voted “for” a nominee must exceed the number of shares voted “against” that nominee. To vote “for” or “against” any of the nominees named in this Proxy Statement, you can so mark your proxy card or ballot or, if you vote via telephone or Internet, so indicate by telephone or electronically.

You may abstain on the vote for any nominee but your abstention will not have any effect on the outcome of the election of directors. A broker non-vote has the same effect as an abstention: neither will have any effect on the outcome of the election of directors. To abstain on the vote on any or all of the nominees named in this Proxy Statement, you can so mark your proxy card or ballot or, if you vote via telephone or Internet, so indicate by telephone or electronically.

The proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Fiscal 2011 will be decided by the affirmative vote of the majority of shares present at the meeting. That means that the proposal will pass if more than half of those shares present at the meeting vote “for” the proposal. Therefore, if you “abstain” from voting — in other words, you indicate “abstain” on the proxy card, by telephone or by Internet — it will have the same effect as an “against” vote. Broker non-votes on this proposal will be treated the same as abstentions: both will have the same effect as an “against” vote.

The advisory proposal to approve the compensation of our named executive officers will be decided by the affirmative vote of the majority of shares present at the meeting. That means that the compensation will be approved if more than half of those shares present at the meeting vote “for” the proposal. Therefore, if you “abstain” from voting — in other words, you indicate “abstain” on the proxy card, by telephone or by Internet — it will have the same effect as an “against” vote. Broker non-votes on this proposal will be treated the same as abstentions: both will have the same effect as an “against” vote.

Because the say-when-on-pay vote is advisory and does not seek approval of any specific matter — it seeks your specific advice on when a future vote will be held (every year/every second year/or

TIFFANY & CO.

every third year) — no specific percentage of the vote is required. The results of the vote will be compiled and reported to you.

Proxy Voting on Proposals in the Absence of Instructions

If you do not give any specific instructions as to how your shares are to be voted when you sign a proxy card or vote by telephone or by Internet, your proxies will vote your shares in accordance with the following recommendations of the Board:

•

FOR the election of all nine nominees for director named in this Proxy Statement;

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to examine our Fiscal 2011 financial statements;

•

FOR approval of the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this Proxy Statement; and

•

FOR a recommendation that the stockholders approve the compensation paid to the Company’s named executive officers every year.

Shares held in the Company’s Employee Profit Sharing and Retirement Savings Plan will not be voted by the Plan’s trustee unless specific instructions for voting are given by plan participants to whose accounts such shares have been allocated.

How Proxies Are Solicited

We have hired the firm of Georgeson Inc. to assist in the solicitation of proxies on behalf of the Board. Georgeson Inc. has agreed to perform this service for a fee of not more than $8,000, plus out-of-pocket expenses.

Employees of Tiffany and Company, a subsidiary of the Company, may also solicit proxies on behalf of the Board. These employees will not receive any additional compensation for their work soliciting proxies and any costs incurred by them in doing so will be paid for by Tiffany and Company.

Proxies may be solicited by mail, in person, by facsimile, by telephone or by electronic mail (e-mail).

In addition, we will pay for any costs incurred by brokerage houses and others for forwarding proxy materials to beneficial owners.

OWNERSHIP OF THE COMPANY

Stockholders Who Own at Least Five Percent of the Company

The following table shows all persons who were known to us to be “beneficial owners” of at least five percent of Company stock as of March 22, 2011. Footnote a) below provides a brief explanation of what is meant by the term “beneficial ownership.” This table is based upon reports filed with the Securities and Exchange Commission, commonly referred to as the SEC. Copies of these reports are publicly available from the SEC. All of the reports included a certification to the effect that the shares were acquired in the ordinary course of business and were not acquired and were not being held for the purpose of or with the effect of changing or influencing the control of

TIFFANY & CO.

the Company and were not acquired and were not being held in connection with or as a participant in any transaction having that purpose or effect.

Name and Address		Amount and Nature				Percent
of Beneficial Owner		of Beneficial Ownership (a)				of Class
BlackRock, Inc.			7,565,181	(b)			5.99	%
40 East 52nd Street New York, NY 10022
Jennison Associates LLC			6,651,062	(c)(d)			5.26	%
466 Lexington Avenue New York, NY 10017
Prudential Financial, Inc.			6,826,323	(c)(d)			5.40	%
751 Broad Street Newark, NJ 07102-3777
Oppenheimer Funds, Inc.			6,367,312	(e)			5.04	%
Two World Financial Center 225 Liberty Street New York, NY 10281

TIFFANY & CO.

TIFFANY & CO.

Ownership by Directors, Director Nominees and Executive Officers

The following table shows the number of shares of the Company’s common stock beneficially owned as of March 22, 2011 by those persons who are director nominees or who were, as of the end of Fiscal 2010, directors, the principal executive officer (the “CEO”), the principal financial officer (the “CFO”) and the three next most highly compensated executive officers of the Company:

		Amount and Nature of
Name		Beneficial Ownership				Percent of Classa
Directors
Rose Marie Bravo			61,519	b			*
Gary E. Costley			31,019	c			*
Lawrence K. Fish			36,825	d			*
Abby F. Kohnstamm			83,825	e			*
Michael J. Kowalski (CEO)			976,795	f			*
Charles K. Marquis			231,945	g			*
Peter W. May			5,109,668	h			4.0
J. Thomas Presby			29,008	i			*
William A. Shutzer			336,812	j			*
Executive Officers
James N. Fernandez (CFO)			181,683	k			*
Beth O. Canavan			79,534	l			*
Jon M. King			240,311	m			*
Patrick B. Dorsey			23,505	n			*
All executive officers and directors as a group (19 persons):			8,227,585	o			6.5

TIFFANY & CO.

See “COMPENSATION OF THE CEO AND OTHER EXECUTIVE OFFICERS, Compensation Discussion and Analysis, Equity Ownership by Executive Officers and Directors” beginning on page PS-39 below for a discussion of the Company’s share ownership policy.

TIFFANY & CO.

Compliance of Directors, Executive Officers and Greater-Than-Ten-Percent Stockholders with Section 16(a) Beneficial Ownership Reporting Requirements

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and greater-than-ten-percent stockholders to file reports of ownership and changes in ownership with the SEC and the New York Stock Exchange. These persons are also required to provide us with copies of those reports.

Based on our review of those reports and of certain other documents we have received, we believe that, during and with respect to Fiscal 2010, all filing requirements under Section 16(a) applicable to our directors, executive officers and greater-than-ten-percent stockholders were satisfied.

RELATIONSHIP WITH INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP (“PwC”) serves as the Company’s independent registered public accounting firm and, through its predecessor firms, has served in that capacity since 1984.

The Audit Committee has selected PwC as the independent registered public accounting firm to audit the Company’s financial statements and effectiveness of internal controls for the fiscal year ending January 31, 2012. The Audit Committee is directly responsible for appointing the independent auditors. In making this selection, the Audit Committee considered the independence of PwC, and whether the audit and non-audit services PwC provides to the Company are compatible with maintaining that independence.

The Audit Committee has adopted a policy requiring advance approval of PwC’s fees and services by the Audit Committee; this policy also prohibits PwC from performing certain non-audit services for the Company including: (i) bookkeeping, (ii) systems design and implementation, (iii) appraisal or valuation, (iv) actuarial, (v) internal audit, (vi) management or human resources, (vii) investment advice or investment banking, (viii) legal services, and (ix) expert services unrelated to the audit. All fees paid to PwC by the Company as shown in the table that follows were approved by the Audit Committee pursuant to this policy.

Fees and Services of PricewaterhouseCoopers LLP

The following table presents fees for professional audit services rendered by PwC for the audit of the Company’s consolidated financial statements and the effectiveness of internal controls over financial reporting for the years ended January 31, 2011 and 2010, and for its reviews of the Company’s unaudited condensed consolidated interim financial statements. This table also reflects fees billed for other services rendered by PwC.

		January 31, 2011				January 31, 2010
Audit Fees		$	2,348,200			$	2,273,000
Audit-related Fees			14,500				9,000
Audit and Audit-related Fees			2,362,700				2,282,000
Tax Feesa			1,437,720				1,877,350
All Other Feesb			13,600				13,300
Total Fees		$	3,814,020			$	4,172,650

TIFFANY & CO.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board, In General

The Company is a Delaware corporation. Our principal subsidiary is Tiffany and Company, a New York corporation. In this Proxy Statement, Tiffany and Company will be referred to as simply “Tiffany.”

The Board is currently comprised of nine members. The Board can also fill vacancies and newly created directorships, as well as amend the By-laws to provide for a greater or lesser number of directors.

Directors are required by our By-laws to be less than age 72 when elected or appointed unless the Board waives that provision with respect to an individual director whose continued service is deemed uniquely important to the Company. Under the Company’s Corporate Governance Principles, directors may not serve on a total of more than six public company boards. Service on the Board is included in that total.

The Role of the Board in Corporate Governance

The Board plays several important roles in the governance of the Company, as set out in the Company’s Corporate Governance Principles. The Corporate Governance Principles may be viewed on the Company’s website www.tiffany.com, by clicking on “Investors” at the bottom of the page and then selecting “Corporate Governance” from the left-hand column. The Corporate Governance Principles can also be found as Appendix I to this Proxy Statement. The responsibilities of the Board include:

•

Management succession;

•

Review and approval of the annual operating plan prepared by management;

•

Monitoring of performance in comparison to the operating plan;

•

Review and approval of the Company’s strategic plan prepared by management;

•

Consideration of topics of relevance to the Company’s ability to carry out its strategic plan;

•

Review and approval of a delegation of authority by which management carries out the day-to-day operations of the Company and its subsidiaries;

•

Review of the Company’s investor relations program;

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Review of the Company’s schedule of insurance coverage; and

•

Review and approval of significant actions by the Company.

Executive Sessions of Non-management Directors/Presiding Non-management Director

Non-management directors meet regularly in executive session without management participation. This encourages open discussion. At those meetings, Charles K. Marquis, Chairman of the Nominating/Corporate Governance Committee, presides. In addition, at least once per year the independent directors meet separately in executive session.

TIFFANY & CO.

Communication with Non-management Directors

Stockholders may send written communications to the entire Board or to any of the non-management directors by addressing their concerns to Mr. Marquis, Chairman of the Nominating/Corporate Governance Committee (presiding director), at the following address: Corporate Secretary (Legal Department), Tiffany & Co., 727 Fifth Avenue, New York, New York 10022. All communications will be compiled by the Corporate Secretary and submitted to the Board or an individual director, as appropriate, on a periodic basis.

Director Attendance at Annual Meeting

The Board schedules a regular meeting on the date of the Annual Meeting of Stockholders to facilitate attendance at the Annual Meeting by the directors. All nine directors attended the Annual Meeting held in May 2010.

Independent Directors Constitute a Majority of the Board

The Board has affirmatively determined that each of the following directors (each of whom is also a nominee for re-election) is “independent” under the listing standards of the New York Stock Exchange in that none of them has a material relationship with the Company (directly or as a partner, shareholder or officer of any organization that has a relationship with the Company): Rose Marie Bravo, Gary E. Costley, Lawrence K. Fish, Abby F. Kohnstamm, Charles K. Marquis, Peter W. May, and J. Thomas Presby.

All of the members of the Audit, Nominating/Corporate Governance and Compensation Committees are independent as indicated in the prior paragraph.

The Board also considered the other tests of independence set forth in the New York Stock Exchange Corporate Governance Rules and has determined that each of the above directors and nominees is independent as defined in such Rules.

In addition, the Board has affirmatively determined that J. Thomas Presby, Gary E. Costley, Lawrence K. Fish, Abby F. Kohnstamm, and Charles K. Marquis meet the additional, heightened independence criteria applicable to audit committee members under New York Stock Exchange rules.

In determining that Mr. May is independent, the Board considered the Commentary set forth in the New York Stock Exchange’s Listed Company Manual, section 303A.02, which states “... as the concern is independence from management, the Exchange does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.” See “OWNERSHIP OF THE COMPANY, Stockholders Who Own At Least Five Percent of the Company” above.

In determining that Mr. Fish is independent, the Board considered banking relationships that exist between ABN/AMRO and the Company. Both ABN/AMRO and Citizens Financial Group are subsidiaries of the Royal Bank of Scotland Group. Mr. Fish was, on first election, an employee of Citizens Financial Group and a director of Royal Bank of Scotland Group. A portion of the operations of ABN/AMRO was acquired by Royal Bank of Scotland Group. The Company does banking business with ABN/AMRO. Mr. Fish is no longer associated with any of those entities.

In determining that Ms. Bravo is independent, the Board considered the employment relationship between Ms. Bravo’s adult stepdaughter and Tiffany. This stepdaughter is not an officer of the Company or Tiffany and does not reside in Ms. Bravo’s household and, for purposes of the New York Stock Exchange categorical independence test she is not deemed an immediate family

TIFFANY & CO.

member nor is her compensation as a Tiffany employee required to be considered under such test. She was hired in June 2009 after Tiffany acquired a product design group from a disbanding company; subsequent to this acquisition, she was recruited to this design group because she had previously worked for the group. She is not at a significantly high enough job level within Tiffany so that the Compensation Committee is involved in determining the elements or level of her compensation except as equity compensation is determined for the group of employees that work at her job level.

To our knowledge, none of the other independent directors has any direct or indirect relationship with the Company, other than as a director.

Board and Committee Meetings and Attendance during Fiscal 2010

All current and incumbent directors attended at least 94% of the aggregate number of meetings of the Board and those committees (including the Audit Committee, Compensation Committee, Stock Option Subcommittee, Nominating/Corporate Governance Committee, the Finance Committee, and the Corporate Social Responsibility Committee) on which they served during Fiscal 2010.

•

The full Board held six meetings. All members attended all meetings.

•

The Audit Committee held nine meetings. Attendance averaged 93% amongst all members.

•

The Compensation Committee and its Stock Option Subcommittee held six meetings. Attendance averaged 97% amongst all members.

•

The Nominating/Corporate Governance Committee met six times. All members attended all meetings. On each of these occasions the Chief Executive Officer absented himself from the meeting so as to allow the outside directors to meet alone.

•

The Finance Committee held four meetings. All members attended all meetings.

•

The Corporate Social Responsibility Committee met three times. All members attended all meetings.

Committees of the Board

Committees Composed Entirely of Independent Directors

Audit				Nominating/Corporate Governance
		J. Thomas Presby, Chair				Charles K. Marquis, Chair
		Gary E. Costley				Rose Marie Bravo
		Lawrence K. Fish				Gary E. Costley
		Abby F. Kohnstamm				Abby F. Kohnstamm
		Charles K. Marquis				J. Thomas Presby
Compensation				Stock Option Subcommittee
		Gary E. Costley, Chair				Gary E. Costley, Chair
		Rose Marie Bravo				Rose Marie Bravo
		Abby F. Kohnstamm				Abby F. Kohnstamm
		Charles K. Marquis				Charles K. Marquis
		Peter W. May				Peter W. May

TIFFANY & CO.

Committees Including Non-Independent Directors

Finance				Corporate Social Responsibility
		William A. Shutzer, Chair				Lawrence K. Fish, Chair
		Lawrence K. Fish				Abby F. Kohnstamm
		Peter W. May				Michael J. Kowalski
Dividend
		Michael J. Kowalski

Nominating/Corporate Governance Committee

The primary function of the Nominating/Corporate Governance Committee is to assist the Board in matters of corporate governance. The Nominating/Corporate Governance Committee operates under the charter adopted by the Board. The charter may be viewed on the Company’s website, www.tiffany.com, by clicking “Investors” at the bottom of the page, and then selecting “Corporate Governance” from the left-hand column. Under its charter, the role of the Nominating/Corporate Governance Committee includes recommending to the Board:

•

Policies on the composition of the Board;

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Criteria for the selection of nominees for election to the Board;

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Nominees to fill vacancies on the Board;

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Nominees for election to the Board;

•

Director compensation; and

•

Management succession.

Submitting Candidate Names

If you would like to submit the name of a candidate for the Nominating/Corporate Governance Committee to consider as a nominee of the Board for director, you may send your submission at any time to the Nominating/Corporate Governance Committee, c/o Mr. Patrick B. Dorsey, Corporate Secretary (Legal Department), Tiffany & Co., 727 Fifth Avenue, New York, New York 10022.

Process for Identifying and Evaluating Nominees for Director

The Nominating/Corporate Governance Committee evaluates candidates recommended by stockholders in the same manner as it evaluates director candidates suggested by others, including those recommended by director search firms.

See our Corporate Governance Principles which are available on our website www.tiffany.com (click “Investors” at the bottom of the page, then select “Corporate Governance” from the left-hand column) and as Appendix I to this Proxy Statement. In accordance with these principles, candidates for director shall be selected on the basis of their business experience and expertise, with a view to supplementing the business experience and expertise of management and adding further substance and insight into board discussions and oversight of management.

The policy is implemented through discussions at meetings of the Nominating/Corporate Governance Committee and through specifications provided to director search firms when such firms are retained. The Nominating/Corporate Governance Committee has no procedure or means of assessing the effectiveness of this policy other than the process described under “Self-Evaluation” below.

TIFFANY & CO.

The Nominating/Corporate Governance Committee has no other policy with regard to the consideration of diversity in identifying director nominees.

Dividend Committee

The Dividend Committee declares regular quarterly dividends in accordance with the dividend policy established by the Board. The Dividend Committee acts by unanimous written consent. Mr. Kowalski is the sole member of the Dividend Committee.

Compensation Committee

The primary function of the Compensation Committee is to assist the Board in compensation matters. The Compensation Committee operates under its charter which may be viewed on the Company’s website, www.tiffany.com, by clicking “Investors” at the bottom of the page, and then selecting “Corporate Governance” from the left-hand column. Under its charter, the Compensation Committee’s responsibilities include:

•

Approval of remuneration arrangements for executive officers; and

•

Approval of compensation plans in which officers and employees of Tiffany are eligible to participate.

Compensation for the non-management members of the Board is set by the Board with advice from the Nominating/Corporate Governance Committee.

Role of Compensation Consultants

Pay Governance LLC is retained by the Compensation Committee to provide advice with respect to the amount and form of executive compensation. This firm also provides advice to the Nominating/Corporate Governance Committee with respect to director compensation.

The decision to retain Pay Governance LLC was made by the Committee Chair. Management recommended the predecessor firm of Pay Governance LLC (Towers Watson, from which Pay Governance LLC was spun off and is now independent) and has assisted in arranging meetings between Pay Governance LLC and the Committee.

Pay Governance LLC performs two functions for the Compensation Committee. First, it prepares and discusses with the Committee an annual competitive compensation analysis with respect to the executive officers positions. The use of this analysis is discussed in COMPENSATION DISCUSSION AND ANALYSIS, Competitive Compensation Analysis on Page PS-44. Second, Pay Governance LLC recommends compensation initiatives to the Compensation Committee, including the structure of long- and short-term compensation components (including both equity and non-equity components) and the relative value that each component should constitute within the total portfolio of executive compensation.

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Pay Governance LLC does not consult with management on compensation to be paid to non-executive employees. The Compensation Committee has told Pay Governance LLC that it is to act independently of management and only at the direction of the Committee and that its ongoing engagement is determined solely by the Compensation Committee.

For additional information regarding the operation of the Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see “Compensation Committee Process” beginning on page PS-46 of the “Compensation Discussion and Analysis” below. The Compensation Committee’s report appears on page PS-48.

Stock Option Subcommittee

The Stock Option Subcommittee determines the grant of options, restricted stock units, cash incentive awards and other matters under our 2005 Employee Incentive Plan. All members of the Compensation Committee are members of this subcommittee.

Compensation Committee Interlocks and Insider Participation

No director serving on the Compensation Committee or its Stock Option Subcommittee during any part of Fiscal 2010 was, at any time either during or before such fiscal year, an officer or employee of Tiffany & Co. or any of its subsidiaries. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed during Fiscal 2010.

Audit Committee

The Company’s Audit Committee is an “audit committee” established in accordance with Section 3(a)-(58)(A) of the Securities Exchange Act of 1934. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters. The Audit Committee operates under a charter adopted by the Board; that charter may be viewed on the Company’s website, www.tiffany.com, by clicking “Investors” at the bottom of the page and then selecting “Corporate Governance” from the left-hand column. Under its charter, the Audit Committee’s responsibilities include:

•

Retaining and terminating the Company’s independent registered public accounting firm, reviewing the quality-control procedures and independence of such firm and evaluating their proposed audit scope, performance and fee arrangements;

•

Approving in advance all audit and non-audit services to be rendered by the independent registered public accounting firm;

•

Reviewing the adequacy of our system of internal control over financial reporting;

•

Establishing procedures for complaints regarding accounting, internal accounting controls or auditing matters; and

•

Conducting a review of our financial statements and audit findings in advance of filing, and reviewing in advance proposed changes in our accounting principles.

The Board has determined that all members of the Audit Committee are financially literate, that at least one member of the Audit Committee meets the New York Stock Exchange standard of having accounting or related financial management expertise, and that Mr. Presby meets the SEC criteria of an “audit committee financial expert.” Mr. Presby is an active and honorary member of the AICPA and a board member of the New York Chapter of the National Association of Corporate Directors. He chairs the audit committees of four public companies in addition to that of the

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Company. In view of Mr. Presby’s full-time commitment to work as an independent director, the Board has determined that his simultaneous service on five audit committees will not impair his ability to effectively serve on the Company’s Audit Committee. The report of the Audit Committee is on page PS-23.

Finance Committee

The Board formed the Finance Committee to assist the Board with its oversight of the Company’s capital structure, dividend policy, repurchase of the Company’s common stock, debt and equity financings, and the retention of investment bankers and other financial advisors to the Board. The Finance Committee operates under the charter adopted by the Board. The charter may be viewed on the Company’s website, www.tiffany.com, by clicking “Investors” at the bottom of the page, and then selecting “Corporate Governance” from the left-hand column.

Corporate Social Responsibility Committee

The Board formed the Corporate Social Responsibility Committee to assist the Board with its oversight of the Company’s policies and practices involving the environment, vendor workplace conditions and employment practices, community affairs, sustainable product sourcing, corporate charitable giving, governmental relations, political activities and diversity in employment. The Corporate Social Responsibility Committee operates under the charter adopted by the Board. The charter may be viewed on the Company’s website, www.tiffany.com, by clicking “Investors” at the bottom of the page, and then selecting “Corporate Governance.”

Self-Evaluation

The independent directors who serve on the Board conduct an annual evaluation of the workings and efficiency of the Board and of each of the Board committees on which they serve and make recommendations for change, if required.

Resignation on Job Change or New Directorship

Under the Company’s Corporate Governance Principles, a director must submit a letter of resignation to the Nominating/Corporate Governance Committee on a change in employment or significant change in job responsibilities and upon accepting or resolving to accept a directorship with another public company. The Committee may either accept or reject such resignation, but must act within 10 days after considering, in light of the circumstances, the continued appropriateness of the continued service of the director.

Board Leadership Structure

The offices of Chairman of the Board and Chief Executive Officer are held by the same person, Michael J. Kowalski.

The Company has a lead independent director (also referred to as “presiding independent director”). Charles K. Marquis occupies such position by virtue of his chairmanship of the Nominating/Corporate Governance Committee.

Mr. Kowalski organizes a preliminary agenda for each board meeting and submits it for the approval of the lead independent director.

The lead independent director chairs meetings of the independent and non-management directors (including meetings of the Nominating/Corporate Governance Committee) and during those

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meetings solicits the comments and suggestions of the independent directors and other non- management directors with respect to the agenda for Board meetings, the information to be provided by management and the quality of the discussions and decision-making process.

The Nominating/Corporate Governance Committee deems the existing structure appropriate in the context of the existing board size, the tenure of the directors with the Company, the overall experience of the directors and the experience that the directors have had with Mr. Kowalski and the executive management group.

Mr. Kowalski has served as Chairman of the Board since the start of Fiscal 2003 and the directors have had the opportunity during that time to assess his skills at moderating discussions during meetings, his responsiveness to the Board’s suggestions for the agenda and the information provided by management to the directors.

The Nominating/Corporate Governance Committee may reassess the appropriateness of the existing leadership structure at any time, including following changes in management, in board composition or in the scope or complexity of the Company’s operations.

Board Role in Risk Oversight

The Board believes (i) that management is responsible to manage the various risks that may arise in the Company’s operations and (ii) that the Board has a role in overseeing management in the risk management function.

Management’s approach to risk management includes systems of authorities and approval levels; internal control checks and balances; analytical methods for making and evaluating decisions; planning for annual business growth and profitability; strategic planning; and nurturing a corporate culture that rewards integrity and supports the TIFFANY & CO. brand image. This approach to risk management includes these goals: that every risk should, when possible and practicable, be identified, quantified as to monetary impact, assigned a probability factor, and properly delegated to management for a response. Operational risks so categorized are used to inform and shape the internal audit plan and are communicated to the Company’s independent registered public accounting firm so that they can be referenced and used, if deemed appropriate, to inform and shape the external audit plan. Strategic risks are identified and are addressed in the strategic planning process.

Each year management is charged with the preparation of detailed business plans for the coming year (the annual plan) and the ensuing four-year period (the strategic plan) and required to review these plans, as they are developed and refined, on three separate occasions with the Board. Among other items, such plans include budgets for capital expenditures, inventory purchases, cash flow and liquidity, hiring, borrowing and dividends. The Board requires management to plan on the basis of realistic assumptions concerning sales and cost increases. In this process, the Board endeavors to assess whether management has made an appropriate analysis of the operational and brand risks inherent in the plans.

Each year the Board reviews and approves the annual business plan and the strategic plan. The Board also reviews specific risk areas on a regular basis. These are insured risks, management authority, investor relations, litigation risks, foreign currency risks, diamond supply risk and inventory risk.

The Audit Committee is required to discuss policies with respect to risk assessment and risk management and regularly does so. The Audit Committee concerns itself most specifically with

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the integrity of the financial reporting process, but also with personnel, asset and information security risk.

The Finance Committee concerns itself principally with liquidity risk.

The Company has not designated an overall risk management officer and has no formal policy for coordination of risk management oversight amongst the two board committees involved. The committee structure was not organized specifically for the purpose of risk management oversight.

The Board coordinates the risk management oversight function in the following manner. Both the Finance Committee and the Audit Committee share the minutes of their meetings with the Board and report regularly to the Board. All committee meetings are open to the other directors and many regularly attend because the committee meetings are regularly scheduled on the day of or the day preceding Board meetings.

Business Conduct Policy and Code of Ethics

The Company has a long-standing policy governing business conduct for all Company employees worldwide. The policy requires compliance with law and avoidance of conflicts of interest and sets standards for various activities to avoid the potential for abuse or the occasion for illegal or unethical activities. This policy covers, among other activities, the acceptance or giving of gifts from or to those seeking to do business with the Company, processing one’s own transactions, political contributions and reporting dishonest activity. Each year, all employees are required to review the policy, report any violations or conflicts of interest and affirm their obligation to report future violations to management.

The Company has a toll-free “hotline” to receive complaints from employees, vendors, stockholders and other interested parties concerning violations of the Company’s policies or questionable accounting, internal controls or auditing matters. The toll-free phone number is 877-806-7464. The hotline is operated by a third-party service provider to assure the confidentiality and completeness of all information received. Users of this service may elect to remain anonymous.

We also have a Code of Business and Ethical Conduct for the directors, the chief executive officer, the chief financial officer and all other officers of the Company. The Code advocates, and requires those persons to adhere to, principles and responsibilities governing professional and ethical conduct. This Code supplements our business conduct policy. Waivers may only be made by the Board. A summary of our business conduct policy and a copy of the Code of Business and Ethical Conduct are posted on our website, www.tiffany.com, by clicking “Investors” at the bottom of the page, and then selecting “Corporate Governance” from the left-hand column. We have also filed a copy of the Code with the SEC as an exhibit to our Annual Report on Form 10-K for Fiscal 2010. The Board has not adopted a policy by which it will disclose amendments to, or waivers from, the Company’s Code of Business and Ethical Conduct on our website. Accordingly, we will file a report on Form 8-K if that Code is amended or if the Board has granted a waiver from such Code, including an implicit waiver. We will file such a report only if the waiver applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, and if such waiver relates to: honest and ethical conduct; full, fair, accurate, timely, and understandable disclosure; compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code; or accountability for adherence to the Code.

The Nominating/Corporate Governance Committee, Audit Committee and Compensation Committee charters as well as the Code of Ethics and the Corporate Governance Principles are available in print to any stockholder who requests them.

TIFFANY & CO.

Limitation on Adoption of Poison Pill Plans

On January 19, 2006, the Board terminated the Company’s stockholder rights plan (typically referred to as a “poison pill”) and adopted the following policy:

“This Board shall submit the adoption or extension of any poison pill to a stockholder vote before it acts to adopt such poison pill; provided, however, that this Board may act on its own to adopt a poison pill without first submitting such matter to a stockholder vote if, under the circumstance then existing, this Board in the exercise of its fiduciary responsibilities deems it to be in the best interests of the Company and its stockholders to adopt a poison pill without the delay in adoption that is attendant upon the time reasonably anticipated to seek a stockholder vote. If a poison pill is adopted without first submitting such matter to a stockholder vote, the poison pill must be submitted to a stockholder vote within one year after the effective date of the poison pill. Absent such submission to a stockholder vote, and favorable action thereupon, the poison pill will expire on the first anniversary of its effective date.”

TRANSACTIONS WITH RELATED PERSONS

The Board has adopted policies and procedures for the review, approval or ratification of transactions with the Company (or any subsidiary) in which any director or executive officer, any nominee for election as a director, any immediate family member of such an officer, director or nominee or any five-percent holder of the Company’s securities has a direct or indirect material interest. Such transactions are referred to the Nominating/Corporate Governance Committee for review. In determining whether to approve or ratify any transaction, the Committee applies the following standard after considering the facts and circumstances of the transaction: whether, in the business judgment of the Committee members, the interests of the Company appear likely to be served by such approval or ratification.

The Board has ratified the hiring in Fiscal 2009 by Tiffany management of the following related person: Suzanne Jackey, an adult stepdaughter of Rose Marie Bravo, a director and a nominee for director. Ms. Jackey was hired as Tiffany’s Director of Product Development and Merchandising — Leather Accessories because she had previously worked for the product development group hired to develop a new product line. Ms. Jackey is a salaried employee of Tiffany whose annual salary and bonus rate totaled approximately $200,000 for fiscal year 2010.

CONTRIBUTIONS TO DIRECTOR-AFFILIATED CHARITIES

The contributions listed below were made during the last three fiscal years to charitable organizations with which directors or director nominees are affiliated through membership on the governing board of such charitable organizations. None of the independent directors serves as an executive officer of these charities:

•

Boston Symphony Orchestra: cash grant of $5,000 in Fiscal 2008 (Mr. Fish is an Overseer).

•

University of Chicago Cancer Research Foundation (Women’s Board): merchandise grants totaling $49,750, $30,300, and $62,500, in Fiscal 2010, 2009, and 2008, respectively (Mr. May is a Trustee of The University of Chicago, a member of its Executive Committee, and a member of the Advisory Council on the Graduate School of Business at The University of Chicago).

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•

Carnegie Hall: a combination of ticket subscription and advertisement for the opening night gala program of $31,500 in Fiscal 2010 and advertisement for the opening night gala program of $6,500 in Fiscal 2009 (Mr. May is a Trustee).

•

The New York Philharmonic: a combination of merchandise grants and ticket subscriptions for fund-raising events of $25,000 in Fiscal 2009 (Mr. May is a Trustee).

•

Partnership for New York City: $15,000 annual dues contributions in each of Fiscal 2010, 2009 and 2008 (Mr. May and Tiffany are each partners).

•

Mt. Sinai Medical Center: combination of ticket subscription, cash and merchandise grants totaling approximately $100,000, $5,600, and $2,500 in Fiscal 2010, 2009, and 2008, respectively (Mr. May is Chairman of the Board of Trustees).

•

UJA Federation: $50,000 in Fiscal 2010 in support of gala honoring Mr. May (Mr. May is a member of the Board of Trustees).

•

Paul Taylor Dance Company: merchandise grants of $925 and $895 in Fiscal 2010 and 2009, respectively (Mr. Shutzer is a Trustee).

•

Prep for Prep: merchandise grants totaling $1,980, $5,205, and $3,165 for Fiscal 2010, 2009, and 2008 respectively (Mr. Shutzer is a Trustee).

•

Phoenix House: combination of ticket subscription and merchandise grants totaling $13,170 and $260 for Fiscal 2010 and 2009, respectively (Ms. Bravo is a member of the Board of Directors).

TIFFANY & CO.

REPORT OF THE AUDIT COMMITTEE

Included in the Company’s Annual Report to Stockholders are the consolidated balance sheets of the Company and its subsidiaries as of January 31, 2011 and 2010, and the related consolidated statements of earnings, stockholders’ equity and comprehensive earnings, and cash flows for each of the three years in the period ended January 31, 2011. These statements (the “Audited Financial Statements”) are the subject of a report by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”). The Audited Financial Statements are also included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The Audit Committee reviewed and discussed the Audited Financial Statements with the Company’s management and otherwise fulfilled the responsibilities set forth in its charter. The Audit Committee has also discussed with the Company’s management and independent registered public accounting firm their evaluations of the effectiveness of the Company’s internal controls over financial reporting.

The Audit Committee has discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees,” as adopted by the PCAOB in Rule 3200T, and PCAOB Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting That Is Integrated With An Audit of Financial Statements.”

The Audit Committee received from PwC the written disclosure and letter required by PCAOB Rule 3526 “Communication with Audit Committees Concerning Independence,” and has discussed the independence of PwC with that firm. The Audit Committee has considered whether the provision by PwC of the tax consultation, tax compliance and other non-audit-related services disclosed above under “RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — Fees and Services of PricewaterhouseCoopers LLP” is compatible with maintaining PwC’s independence and has concluded that providing such services is compatible with that firm’s independence from the Company and its management.

The Audit Committee is aware that the provision of non-audit services by an independent accountant may, in some circumstances, create the perception that independence has been compromised. Accordingly, the Audit Committee has instructed management and management has agreed to develop professional relationships with firms other than PwC so that, when needed, other qualified resources will be available and will be used as appropriate.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011.

Signed:

J. Thomas Presby, Chair
Gary E. Costley
Lawrence K. Fish
Abby F. Kohnstamm
Charles K. Marquis
Members of the Audit Committee

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EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are:

						Year Joined
Name		Age		Position		Tiffany
Michael J. Kowalski		59		Chairman of the Board and Chief Executive Officer			1983
James E. Quinn		59		President			1986
Beth O. Canavan		56		Executive Vice President			1987
Frederic Cumenal		51		Executive Vice President			2011
James N. Fernandez		55		Executive Vice President and Chief Financial Officer			1983
Jon M. King		54		Executive Vice President			1990
Victoria Berger-Gross		55		Senior Vice President — Global Human Resources			2001
Pamela H. Cloud		41		Senior Vice President — Merchandising			1994
Patrick B. Dorsey		60		Senior Vice President — General Counsel and Secretary			1985
Patrick F. McGuiness		45		Senior Vice President — Finance			1990
Caroline D. Naggiar		53		Senior Vice President — Chief Marketing Officer			1997
John S. Petterson		52		Senior Vice President — Operations			1988

Michael J. Kowalski. Mr. Kowalski assumed the role of Chairman of the Board in 2003, following the retirement of William R. Chaney. He has served as the Registrant’s Chief Executive Officer since 1999 and on the Registrant’s Board of Directors since 1995. After joining Tiffany in 1983 as Director of Financial Planning, Mr. Kowalski held a variety of merchandising management positions and served as Executive Vice President from 1992 to 1996 with overall responsibility in the areas of merchandising, marketing, advertising, public relations and product design. He was elected President in 1997. Mr. Kowalski is a member of the Board of Directors of the Bank of New York Mellon. The Bank of New York Mellon is Tiffany’s principal banking relationship, serving as Administrative Agent and a lender under Tiffany’s revolving credit facility and as the trustee and investment manager for Tiffany’s Employee Pension Plan; and BNY Mellon Shareowner Services serves as the Company’s transfer agent and registrar.

James E. Quinn. Mr. Quinn was appointed President in 2003. He had served as Vice Chairman since 1998. After joining Tiffany in 1986 as Vice President of branch sales for the Company’s business-to-business sales operations, Mr. Quinn had various responsibilities for sales management and operations. He was promoted to Executive Vice President in 1992. He has responsibility for Tiffany & Co. sales outside the Americas. Mr. Quinn is a member of the board of directors of Mutual of America Capital Management, Inc. and a member of its Executive Committee. On January 12, 2011 Mr. Quinn announced that he would retire in early 2012.

Frederic Cumenal. Mr. Cumenal joined Tiffany in March 2011 as Executive Vice President, with responsibility for the Asia-Pacific, Japan, Europe and Emerging Markets Regions. Prior to joining Tiffany, for the past 15 years, Mr. Cumenal held senior leadership positions in LVMH Group’s wine and spirits businesses, most recently as President and Chief Executive Officer of Moët & Chandon, S.A. Previously, Mr. Cumenal served as Chief Executive Officer of Domaine Chandon, and was Managing Director of Moët Hennessy Europe.

Beth O. Canavan. Mrs. Canavan joined Tiffany in 1987 as Director of New Store Development. She later held the positions of Vice President, Retail Sales Development, Vice President and General Manager of the New York flagship store, and Eastern Regional Vice President. In 1997, she assumed the position of Senior Vice President for U.S. Retail. In 2000, she was promoted to Executive Vice President responsible for retail sales activities in the U.S. and Canada and retail

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store expansion. In 2001, Mrs. Canavan assumed additional responsibility for direct sales and business-to-business sales activities in the Americas and in 2010 also assumed responsibility for sales in Latin/South America.

James N. Fernandez. Mr. Fernandez joined Tiffany in 1983 and has held various positions in financial planning and management prior to his appointment as Senior Vice President—Chief Financial Officer in 1989. In 1998, he was promoted to Executive Vice President—Chief Financial Officer. He has responsibility for accounting, treasury, investor relations, information technology, financial planning, financial services, business development, diamond operations, real estate operations and overall responsibility for distribution, manufacturing, customer service and security. Mr. Fernandez serves on the Board of Directors of The Dun & Bradstreet Corporation and is the Chairman of its Audit Committee and a member of its Board Affairs Committee.

Jon M. King. Mr. King joined Tiffany in 1990 as a jewelry buyer and has held various positions in the Merchandising Division, assuming responsibility for product development in 2002 as Group Vice President. In 2003, he was promoted to Senior Vice President—Merchandising. In 2006, he was promoted to Executive Vice President and, in addition to his Merchandising leadership role, assigned responsibility for Marketing and Public Relations.

Victoria Berger-Gross. Dr. Berger-Gross joined Tiffany in 2001 as Senior Vice President—Human Resources. Her current title is Senior Vice President, Global Human Resources.

Pamela H. Cloud. Ms. Cloud joined Tiffany in 1994 as an Assistant Buyer and has since advanced through positions of increasing management responsibility within the Merchandising Division. In 2007, she was promoted to Senior Vice President—Merchandising, responsible for all aspects of product planning and inventory management.

Patrick B. Dorsey. Mr. Dorsey joined Tiffany in 1985 as General Counsel and Secretary.

Patrick F. McGuiness. Mr. McGuiness joined Tiffany in 1990 as an Analyst in Accounting & Reporting and has held a variety of management positions within the Finance Division, most recently as Group Vice President—Finance, and in Merchandising from 2000 to 2002 as Vice President—Merchandising Process Improvement. In 2007, he was promoted to Senior Vice President—Finance, responsible for Tiffany’s worldwide financial functions.

Caroline D. Naggiar. Ms. Naggiar joined Tiffany in 1997 as Vice President—Marketing Communications. She assumed her current role and responsibilities as head of advertising and marketing in 1998 and in 2007 she was assigned additional responsibility for the Public Relations department and named Chief Marketing Officer.

John S. Petterson. Mr. Petterson joined Tiffany in 1988 as a management associate. He was promoted to Senior Vice President—Corporate Sales in 1995. In 2001, Mr. Petterson assumed the role of Senior Vice President—Operations, with responsibility for worldwide distribution, customer service and security activities. His responsibilities were expanded in 2003 to include manufacturing operations.

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COMPENSATION OF THE CEO AND OTHER EXECUTIVE OFFICERS

Contents

Compensation Discussion and Analysis		Page PS-27
Report of the Compensation Committee		Page PS-48
Summary Compensation Table — Fiscal 2010, 2009 and 2008		Page PS-49
Grants of Plan-Based Awards Table — Fiscal 2010		Page PS-53
Discussion of Summary Compensation Table and Grants of Plan-Based Awards		Page PS-55
Outstanding Equity Awards at Fiscal Year-end Table		Page PS-60
Option Exercises and Stock Vested Table — Fiscal 2010		Page PS-63
Pension Benefits Table		Page PS-64
Nonqualified Deferred Compensation Table		Page PS-69
Potential Payments on Termination or Change in Control		Page PS-71
Director Compensation Table — Fiscal 2010		Page PS-76
Equity Compensation Plan Information		Page PS-78

TIFFANY & CO.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

•

Our fiscal year ends on each January 31. Therefore, the fiscal years referred to in this Compensation Discussion and Analysis (“CD&A”) are the 12-month periods ending on the following dates:

		•		Fiscal 2008		January 31, 2009
		•		Fiscal 2009		January 31, 2010
		•		Fiscal 2010		January 31, 2011
		•		Fiscal 2011		January 31, 2012

•

From the inception of Fiscal 2009 through the end of Fiscal 2010, the Company’s share price increased significantly relative to standard indices:

										%								%				% Increase over
Company/Index		1/31/09				1/31/10				Inc.				1/31/11				Inc.				Two-year Period
Tiffany & Co.		$	20.75			$	40.61				96	%		$	58.13				43	%			180	%
S&P 500 Index			825.88				1073.87				30	%			1286.12				20	%			56	%
S&P 500 Consumer Discretionary Index			151.38				228.13				51	%			293.42				29	%			94	%

•

Net earnings from continuing operations increased by 14% from Fiscal 2008 to Fiscal 2009 and by 39% from Fiscal 2009 to Fiscal 2010.

•

Return on average assets increased by 11% from Fiscal 2008 to Fiscal 2009 and by 28% from Fiscal 2009 to Fiscal 2010.

•

The Company’s consolidated Fiscal 2010 net earnings exceeded a target established by the Compensation Committee of the Board of Directors (the “Committee”) at the start of the year by 18.8%. This allowed the Committee to pay the executive officers 154%, on average, of their target Fiscal 2010 annual incentive/bonus.

•

The Company’s consolidated Fiscal 2009 net earnings exceeded a target established by the Committee at the start of the year by more than 30%. This allowed the Committee to pay the executive officers 200% of their target Fiscal 2009 annual incentive/bonus, on average.

•

The performance-based restricted stock units granted to our executive officers in January 2008 failed to vest in January 2011, the end of a three-year performance period. Earnings performance was below target due to lower-than-planned earnings in Fiscal 2008.

•

The Committee raised the overall compensation packages of our executive officers in January 2011. See the Summary Table on PS-29.

•

In making the decision to increase compensation in 2011, the Committee considered multiple factors, including:

	•		that no general salary increases have been awarded for the past three years;
	•		that target annual incentives and target long-term incentives for our executive officers are a multiple of their base salaries;

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	•		the Company’s superior performance for Fiscal 2009 and Fiscal 2010;
	•		competitive market compensation levels for comparable positions; and
	•		internal equity.

•

Effective January 1, 2011, the Committee increased the base salaries of all executive officers other than Mr. Kowalski. The salary increases were 23.3% for Mrs. Canavan and Mr. King, 14.9% for Mr. Fernandez, and 12.0% for Mr. Dorsey.

•

The increase in base salaries raised target annual incentive compensation and long-term incentives, which are a multiple of base salary, by the same percentage as the salary increases.

•

The Committee made long term incentive awards to 10 executive officers in January 2011. These awards consisted of an approximately equal mix (based on grant date fair value) of performance-based restricted stock units and option awards.

•

The Committee made a separate award of three-year cliff-vesting restricted stock units to Mr. Kowalski in January 2011. In making this award, the Committee considered multiple factors, including:

	•		the Company’s financial performance under his leadership;
	•		the increased value placed on the Company’s stock by the market;
	•		his leadership during the economic downturn;
	•		the Committee’s desire to retain his services; and
	•		the fact that he has not had a salary increase for several years.

•

In January 2011 the Committee approved the target amounts (but not specific performance targets) for annual incentives/bonuses to be paid in respect of Fiscal 2011. Payments, if any, will be made in Fiscal 2012.

•

In March 2011 the Committee set the specific performance targets for annual incentives/bonuses to be paid in respect of Fiscal 2011. Payments, if any, will be made in Fiscal 2012.

•

Please refer to the Executive Summary Table that follows. It compares target compensation set for our named executive officers in January 2011 to that set in January 2010.

•

The Committee also approved the Company’s employment agreement with Frederic Cumenal, who commenced employment with Tiffany on March 10, 2011. Mr. Cumenal is an executive officer with the title “Executive Vice President” and responsibility for sales and distribution of TIFFANY & CO. products outside the Americas. See below under the heading Other Employment Agreements or Severance Plans for Executives for a description of Mr. Cumenal’s employment agreement.

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Executive Summary Table: Comparison of Target Compensation set in January 2011 vs. January 2010

		M.J.				J.N.				B.O.				J.M.				P.B.
		Kowalski				Fernandez				Canavan				King				Dorsey
(1) 2010 Salary		$	1,000,000			$	740,000			$	600,000			$	600,000			$	500,000
(2) Salary Increase		$	0			$	110,000			$	140,000	%		$	140,000			$	60,000
Effective 1/1/11			(0	%)			(14.9	%)			(23.3	%)			(23.3	%)			(12.0	%)
(% Increase)
(3) 2011 Salary		$	1,000,000			$	850,000			$	740,000			$	740,000			$	560,000
(4) 2010 Target		$	1,000,000			$	518,000			$	420,000			$	420,000			$	250,000
Incentive/Bonus
(5) 2010 Actual		$	1,550,000			$	800,000			$	630,000			$	650,000			$	380,000
Incentive/Bonus
(6) 2011 Incentive/Bonus		$	1,000,000			$	595,000			$	518,000			$	518,000			$	280,000
Target Set
(7) 2010 Long Term		$	3,000,000			$	1,665,000			$	1,200,000			$	1,200,000			$	875,000
Incentive Compensation Target — Grant Date Fair Value
(8) 2011 Long Term		$	4,475,000			$	1,912,500			$	1,480,000			$	1,480,000			$	980,000
Incentive Compensation Target Set — Grant Date Fair Value
(9) Options Granted		67,000 shs				43,000 shs				33,000 shs				33,000 shs				22,000 shs
1/20/11 @$58.00/sh
(10) Performance-based		50,800 shs		(a)		32,400 shs		(a)		25,000 shs		(a)		25,000 shs		(a)		16,600 shs		(a)
RSUs awarded 1/20/11 @2X Target Value
(11) Time-vesting		25,000 shares				0 shares				0 shares				0 shares				0 shares
RSUs awarded 1/20/11
(12) 2011 Total Target Direct		$	6,475,000			$	3,357,500			$	2,738,000			$	2,738,000			$	1,820,000
Compensation — Items (3), (6), and (8)
(13) Vesting of			0 shares				0 shares				0 shares				0 shares				0 shares
Performance-based
RSUs awarded in January 2008

TIFFANY & CO.

Overview of Compensation Components

The Committee has established an executive compensation plan that contains the following key components:

Compensation Component		Objectives		Key Features
Salary		Provide cash compensation that is not at risk so as to provide a stable source of income and financial security.		Designed to retain key executives by being competitive; not the primary means of recognizing performance.
Annual incentive (annual incentive award or bonus)		Motivate and reward achievement of the annual financial results.		Cash payments dependent on the degree of achievement of the annual profit plan — Committee retains discretion to reduce awards.
Long-term incentives (performance-based restricted stock units and stock options)		Align management interests with those of stockholders; retain executives; motivate and reward achievement of sustainable earnings growth.		Performance-based restricted stock unit awards vest upon achievement of Company financial goals over a three-year performance period and require continued employment. Committee retains discretion to reduce awards. Stock option awards vest ratably over four years of continued employment.
Cliff-vesting restricted stock units		Used infrequently, typically to recognize prior performance and/or to attract or retain key talent.		Typically cliff-vesting after three years of continued employment.
Benefits		Retain executives over the course of their careers.		A comprehensive program of benefits that includes (i) a defined benefit retirement program that provides a special stay-incentive for experienced executives; and (ii) life insurance benefits that build cash value.

Short- and Long-term Planning for Sustainable Earnings Growth

The performance of management in planning, execution and brand stewardship and variable external factors determines the Company’s success in achieving its financial goals — both short and long term.

As part of each year’s planning process, the executive officers develop and submit for Board approval:

•

A five-year strategic plan that balances earnings with “brand stewardship” (see below); and

•

A profit plan for the fiscal year.

TIFFANY & CO.

Both plans must incorporate challenging but achievable goals for sales growth, merchandising, gross margins, marketing expenditures, staffing, other expenses, capital spending and all other components of the Company’s financial statements.

“Brand stewardship” refers to actions taken by management to maintain, in the minds of consumers, strong associations between the TIFFANY & CO. brand and product quality, product exclusivity, the highest levels of customer service, compelling store design and product display, and responsible product sourcing practices.

The Board recognizes that tradeoffs between short-term objectives and brand stewardship are often difficult. For example, variations in product mix can positively affect gross margins in the short term while negatively affecting brand image, and increased staffing can positively affect customer service while negatively affecting earnings. Through the planning process, management must bring into balance expectations for annual earnings growth and concerns for brand stewardship and sustainable earnings growth.

Objectives of the Executive Compensation Program

The Committee has established the following objectives for the compensation program:

•

To attract, motivate and retain the management talent necessary to develop and execute both the annual and strategic plans;

•

To reward achievement of annual and long-term financial goals; and

•

To link management’s interests with those of the stockholders.

The total executive compensation program includes base salary, annual and long-term incentives and benefits.

Setting Executive Compensation

In January of each year, the Committee sets the target amount of total compensation for each executive officer, as well as the target levels of key components of such compensation. This follows a process in which the Committee conducts a detailed review of each executive’s compensation. See below under the heading Compensation Committee Process for a discussion of how the Committee determines compensation for executive officers. For a discussion of how the Committee determines that the compensation of executive officers is competitive, see below under the heading Competitive Compensation Analysis.

The actual performance goals for the annual and long-term incentive compensation are set by the Committee in March of each fiscal year. This goal-setting is coordinated with the Company’s business planning process for the fiscal year and the five-year strategic period that includes the fiscal year.

Relative Values of Key Compensation Components

The Committee used the following ratios to base salary as a means of awarding short- and long-term incentives for Fiscal 2010 and determined that they will remain effective for Fiscal 2011. The Committee splits the estimated value of the long-term incentives evenly between the estimated value of performance-based restricted stock units and the estimated value of stock options.

TIFFANY & CO.

								Maximum
				Target Short-				Short-term				Long-term
				term Incentive				Incentive as a				Incentive as a
				as a Percent of				Percent of				Percent of
Executive		Position		Salary				Salary				Salary
Michael J. Kowalski		Chairman & CEO			100	%			200	%			300	%(a)
James N. Fernandez		Executive Vice President & CFO			70	%			140	%			225	%
Beth O. Canavan		Executive Vice President			70	%			140	%			200	%
Jon M. King		Executive Vice President			70	%			140	%			200	%
Patrick B. Dorsey		Senior Vice President, Secretary and General Counsel			50	%			100	%			175	%

The Committee believes that the portion of an executive officer’s compensation that is “at risk” (subject to adjustment for corporate performance factors) should vary proportionately to the amount of responsibility the executive officer bears for the Company’s success. The Committee also believes that a minimum of 50% of the total compensation opportunity of the chief executive officer and 40% of the total compensation opportunity of the other executive officers should be comprised of long-term incentives.

Base Salary

The Committee pays the executive officers competitive salaries as one part of a competitive total compensation program to attract and retain them, but does not use salary increases as the primary means of recognizing talent and performance.

The Committee made a general adjustment to executive salaries in January 2011.

Why: Executive salaries are generally assessed every second year. The last time the Committee approved a general increase was in 2008. The Committee increased the base salaries of executive officers in January 2011 based on its consideration of multiple factors, including that no general salary increases had been granted this group for three years; competitive market compensation levels for comparable positions; and internal equity.

Salaries of all executive officers other than the chief executive officer were increased in this fashion. This included the salaries for the other four named executive officers.

TIFFANY & CO.

Short-term Incentives

Why: The Committee uses short-term incentives to motivate executive officers to achieve the annual profit plan. Short-term incentives consist of annual incentive awards for the four highest-paid named executive officers (Mr. Kowalski, Mr. Fernandez, Mrs. Canavan and Mr. King) and bonus eligibility for the other executive officers. Annual incentive awards are primarily formula-driven, with payments based on the degree of achievement of the annual profit plan set by the Committee under the plan. Bonuses are entirely discretionary.

Although annual incentive awards are contingent upon the degree to which the annual profit plan is achieved, the Committee has the discretion to take other considerations into account. Such considerations include events, unanticipated at the time that incentive award targets were set, that affect earnings, and contributions to business outcomes consistent with the strategic plan.

For a description of the incentive awards, including incentive award targets from year-to-year and the conditions under which the Committee may exercise discretion, see DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS — Non-Equity Incentive Plan Awards.

Annual incentive awards are intended to be “qualified performance based compensation” under Section 162(m) of the Internal Revenue Code in that the goals that are established by the Committee are substantially uncertain of being achieved at the time of establishment and because there is no guarantee that such goals will be achieved through actual fiscal year results.

The Committee awards annual bonuses to the other executive officers. Although the Committee retains discretion with respect to bonuses, in practice it aligns bonuses with the annual incentive awards.

The annual incentive targets established by the Committee for each of the named executive officers for Fiscal 2008 through Fiscal 2010, and which will remain in effect for Fiscal 2011, were 100% of base salary in the case of Mr. Kowalski; 70% of base salary for Messrs. Fernandez and King and for Mrs. Canavan; and 50% of base salary for Mr. Dorsey.

The annual maximum incentive established by the Committee for each of the named executive officers for Fiscal 2008 through Fiscal 2010, and which will remain in effect for Fiscal 2011, was set at twice the target. That means 200% of base salary in the case of Mr. Kowalski; 140% of base salary for Messrs. Fernandez and King and for Mrs. Canavan; and 100% of base salary for Mr. Dorsey.

Fiscal 2010 Short-term Goals

In March 2010, the Committee established, as a condition to awarding the maximum incentive awards, that the Company attain Fiscal 2010 net earnings of $189 million. At the same time the Committee also advised the executive officers that, in the absence of other factors, the Committee will exercise its discretion as follows:

•

To reduce the award to zero if Fiscal 2010 net earnings are equal to or less than $220.5 million;

•

To pay 100% of the target incentive award if Fiscal 2010 net earnings equal $315 million;

•

To pay the maximum award if Fiscal 2010 net earnings equal or exceed $410 million; and

•

To prorate the incentive award payable if Fiscal 2010 net earnings fall between the amounts set forth above.

TIFFANY & CO.

In March 2011, after reviewing and concurring with the recommendation of the chief executive officer, the Committee, in the exercise of its retained discretion, determined to pay incentive awards as shown in the Executive Summary Table on page PS-29 above.

•

Fiscal 2010 net earnings fell between $315 million and $410 million.

•

Based on Fiscal 2010 net earnings, the implied payout under the goals set forth above was 163% of target.

•

However, the Committee determined, in the exercise of its retained discretion, to pay awards in the range of 147% to 158% of target.

•

The Committee adopted this lower payout range because Fiscal 2010 net earnings growth was partially attributable to the recovery of the luxury goods sector and to the favorable impact of currency conversion rate changes; these items were not anticipated when Fiscal 2010 short-term goals were set.

•

Individual awards within the range varied on the basis of business unit performance and individual performance factors.

Fiscal 2011 Short-term Goals

In March 2011, the Committee established, as a condition to awarding the maximum incentive awards, that the Company attain Fiscal 2011 net earnings of $264 million. At the same time the Committee also advised the executive officers that, in the absence of other factors, the Committee will exercise its discretion as follows:

•

To reduce the award to zero if Fiscal 2011 net earnings do not exceed $308 million;

•

To pay the target incentive award if Fiscal 2011 net earnings equal $440 million;

•

To pay the maximum award if Fiscal 2011 net earnings equal or exceed $572 million; and

•

To prorate the incentive award payable if Fiscal 2011 net earnings fall between the amounts set forth above.

Three-year History of Short-term Incentive Payouts

Following is the record of short-term incentive payouts for the executive officers as a group as a percent of target over the past three fiscal years:

•

Fiscal 2010: 145%-155% of target;

•

Fiscal 2009: 200% of target; and

•

Fiscal 2008: 0% of target.

Long-Term Incentives

Why: The Committee uses long-term incentives to promote the retention of executive officers and motivate them to achieve sustainable earnings growth.

The Committee considers equity-based awards to be appropriate because, over the long term, the Company’s stock price should be a good indicator of management’s success in achieving sustainable earnings growth.

TIFFANY & CO.

The Committee awards performance-based restricted stock units and stock options because each form of award complements the other in helping the Company retain and motivate its executive officers.

In its decision to use both forms of award, the Committee took into account the difficulty of setting appropriate strategic performance goals. This difficulty arises due to the significant degree of influence that non-controllable and highly variable external factors have upon the Company’s performance, and the fact that the market does not always respond immediately to earnings growth.

Performance-based restricted stock units have the advantage of rewarding executives for meeting financial goals — even if the achievement of those goals is not reflected in the share price in the short term.

Stock options do not reward executives in a declining market. However, they do provide gains commensurate with those of shareholders, whether or not financial goals have been met.

In order to provide balance to the Company’s long-term incentives, the Committee determined that the ratio of the estimated value of performance-based restricted stock unit awards to the estimated value of stock options awards should be as nearly 50/50 as practicable. For purposes of achieving this ratio the Committee values the awards as follows:

•

for options, on the basis of the Black-Scholes model; and

•

for performance-based restricted stock units, using the per share market value immediately prior to the grant on the assumption that units would vest at the earnings target (attainment of the ROA target was not considered in making this allocation).

Performance-Based Restricted Stock Unit Grants Made in January 2011 and 2010

Complete vesting of performance-based restricted stock units granted in January 2011 and in January 2010 is dependent upon achievement of earnings thresholds. Achievement of those thresholds will give the Committee the discretion to vest the total number of stock units granted or any lesser number down to zero. However, the Committee has communicated to the executive officers that it will exercise its discretion to reduce the number of units vesting on the basis of both cumulative earnings per share (“EPS”) goals and an average return on assets (“ROA”) goals over each of the three-year performance periods (Fiscal Years 2011, 2012 and 2013 for the 2011 grants) (Fiscal Years 2010, 2011 and 2012 for the 2010 grants).

•

Like most companies, the Company’s stock price over the long term is primarily driven by growth in EPS. The Committee considers EPS performance to be the primary determiner of vesting and no shares will vest unless a threshold level of EPS performance is achieved.

•

The Company’s ROA is also likely to significantly affect its stock price over the long term. This is due, in part, to the significance of inventory and capital expenses in its business. Thus the Committee uses ROA as a supplemental indicator of management’s success in achieving sustainable earnings growth.

•

The EPS and ROA goals were set by the Committee in conformance to, and as part of the process of approving, the Company’s strategic plan.

The Committee has provided the following chart to the executive officers to illustrate the manner in which the Committee intends to exercise its discretion at the conclusion of each three-year performance period:

TIFFANY & CO.

Percent of

ROA Adjustment to

Percent of

Percent of

Target Shares

Shares Vesting for

Target Shares

Maximum

Vesting for

Earnings

Vesting After

Number of

Earnings

Earnings

Performance

ROA

Shares

Performance

Performance

(percent of Target)

Adjustment

Vesting

Earnings Threshold Not Reached

0

%

None

0

%

None

Earnings Threshold Reached

25

%

10% increase if ROA Target achieved

25% to 35%

12.5% to 17.5%

Earnings Target Reached

100

%

10% increase if ROA Target achieved/10% decrease if ROA Target not achieved

90% to 110%

45% to 55%

Earnings Target Exceeded by 34.2%

190

%

10% increase if ROA Target achieved/10%

180% to 200%

90% to 100%

decrease if ROA Target not achieved

Performance Targets, Thresholds and Maximums — Fiscal 2010 Performance-Based Grants

In March 2011 the Committee established the following in respect of the performance-based restricted stock units granted in January 2011, subject to adjustments as permitted under the Plan:

•

Earnings Target: $12.12 per share (aggregate net earnings per share on a diluted basis over the three-year period);

•

ROA Target: 12.2% (return on average assets in each of the fiscal years in the performance period, expressed as a percentage and then averaged over the entire performance period);

•

Earnings Threshold: $5.80 per share (aggregate net earnings per share on a diluted basis over the three-year period); and

•

Earnings Maximum: $16.43 per share (aggregate net earnings per share on a diluted basis over the three-year period).

Performance Targets, Thresholds and Maximums — Fiscal 2009 Performance-Based Grants

In March 2010 the Committee established the following in respect of the performance-based restricted stock units granted in January 2010, subject to adjustments as permitted under the Plan:

•

Earnings Target: $9.10 per share (aggregate net earnings per share on a diluted basis over the three-year period);

TIFFANY & CO.

•

ROA Target: 10.6% (return on average assets in each of the fiscal years in the performance period, expressed as a percentage and then averaged over the entire performance period);

•

Earnings Threshold: $4.25 per share (aggregate net earnings per share on a diluted basis over the three-year period); and

•

Earnings Maximum: $12.21 per share (aggregate net earnings per share on a diluted basis over the three-year period).

Terms of Performance-Based Restricted Stock Unit Grants Made in Fiscal 2008

When the Committee met in January 2009, it considered:

•

The Company’s projected financial performance for Fiscal 2008;

•

The economic circumstances and uncertainty then confronting retailers of luxury goods and jewelry retailers in particular;

•

The difficulty of planning for Fiscal 2009 in the face of such uncertainty;

•

The diminished realizable and retentive value of equity awards made to the executive officers in prior fiscal years due to the effect of significant declines in the market value for the Company’s stock and the Company’s financial performance in Fiscal 2008; and

•

Whether the vesting provisions of performance-based restricted stock unit grants to be made in respect of the three-year performance period ending on January 31, 2012 should be changed, relative to those made for prior performance periods (see below), to recognize the economic uncertainty and to provide the Company with a better opportunity to retain the executives.

The Committee determined that the performance-based restricted stock unit grants made in January 2009 for the three-year performance period ending January 31, 2012 (Fiscal 2009, 2010 and 2011) will vest 100% for those executives who remain employed through the end of the performance period if earnings from continuing operations equal or exceed $300 million in any one of the three fiscal years ending during the performance period. Unlike prior grants, there is no incremental opportunity for the executives if the earnings goal is overachieved, and no partial vesting for partial performance. The Company met the $300 million hurdle rate in Fiscal 2009 and the grants will fully vest for each executive officer if she or he remains employed through January 31, 2012.

Performance-Based Restricted Stock Unit Grants Made in Fiscal 2007

Complete vesting of performance-based restricted stock units granted in January 2008 was dependent upon achievement of both EPS goal and an ROA goal over each three-year performance period following the grants. Due to the Company’s financial performance in Fiscal 2008, the Company did not meet the applicable three-year cumulative EPS goal and ROA goal for these grants, and these grants did not vest.¹ The Committee did not retain any discretion in that regard.

TIFFANY & CO.

Four-year History of Performance-Based Restricted Stock Unit Payouts

Following is the payout history for performance-based restricted stock units made to the executive officers:

•

Fiscal 2006 through 2008 Performance Period: 72.8% of target;

•

Fiscal 2007 through 2009 Performance Period: 0% of target;

•

Fiscal 2008 through 2010 Performance Period: 0% of target; and

•

Fiscal 2009 through 2011 Performance Period: 100% of target (assuming continued employment through January 31, 2012).

***

For a more complete description of the performance-based restricted stock units, including a description of the circumstances in which a portion of the units may vest in various circumstances of death, disability, a Change of Control or at the initiative of the executive’s employer and the goals set from year-to-year, see DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS — Equity Incentive Plan Awards — Performance-Based Restricted Stock Units.

Stock Option Grants

Why: The Committee grants stock options in order to clarify the link between the interests of the executive officers and those of the Company’s stockholders in long-term growth in share value and to support the brand stewardship over the long term. As in prior years, stock options have a 10-year term and vest at the rate of 25% per year. (For a description of the stock options see DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS — Options).

Cliff-vesting Restricted Stock Unit Awards

Why: On occasion, the Committee may make non-strategic restricted stock unit awards for reasons such as recognition of prior performance; attraction of new talent; retention of key talent; and in lieu of cash compensation increases. At the end of Fiscal 2010, the Committee granted such an award to the chief executive officer. The Committee considered this award to be warranted by multiple factors specific to the leadership of Mr. Kowalski, including: strong financial performance by the Company which drove gains in the market value of the Company’s stock; excellent management of the business through the economic downturn; encouraging Mr. Kowalski to stay on in his role; and the fact that Mr. Kowalski had not been granted a salary increase in three years. Subject to certain conditions, the award in question — for 25,000 stock units — will not vest unless Mr. Kowalski remains employed for three years. See DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS — Time Vesting Restricted Stock Awards.

Retirement Benefits

Why: Retirement benefits are offered to executive officers because the Committee seeks to retain them over the course of their career, especially in their later years when they have gained experience and become more valuable to the Company and to its competitors. (For a description of the retirement benefits see PENSION BENEFITS — Features of the Retirement Plans).

TIFFANY & CO.

Retirement benefits offer financial security in the future and are not entirely contingent upon corporate performance factors. It is the case, however, that average final compensation, on which the retirement benefits of each executive officer is based, will be determined, in part, by reference to bonus and incentive awards made in the past; such awards, are determined by corporate performance factors in the year awarded.

Executives (other than Mr. Cumenal) participate in three retirement plans: they participate in the same tax-qualified pension plan available to all full-time U.S. employees hired before January 1, 2006 and also receive incremental benefits under the Excess Plan and the Supplemental Plan.

The Excess Plan credits salary and bonus in excess of amounts that the Internal Revenue Service (IRS) allows the tax-qualified pension plan to credit in computing benefits, although benefits under both of these plans are computed under the same formula. The Committee considers it fair and consistent with the employee retention purpose of the tax-qualified pension plan to maintain for executives the relationship established for employees compensated below the IRS limit between annual cash compensation and pension benefits.

The Supplemental Plan serves as a stay-incentive for experienced executives by increasing the percentage of average final compensation provided as a benefit when the executive reaches specified service milestones.

Life Insurance Benefits

Why: IRS limitations render the life insurance benefits that the Company provides to all full-time U.S. employees in multiples of their annual salaries largely unavailable to the Company’s executive officers. The Company maintains the relationship established for lower-compensated employees between annual salaries and life insurance benefits through executive-owned, employer-paid whole-life policies. (For an explanation of the key features of the life insurance benefits, see DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS — Life Insurance Benefits). The Committee considers the increase in policy cash value attributable to Company contributions to be part of target total direct compensation for purposes of the Competitive Compensation Analysis discussed below. Life insurance benefits are taxable to the executives and no gross-up is paid.

Disability Insurance Benefits

Why: The Committee provides executive officers with special disability insurance benefits because their salaries are inconsistent with the income replacement limits of the Company’s standard disability insurance policies. Thus, these special disability benefits maintain the relationship established for employees compensated below the IRS limit between annual cash compensation and disability benefits. Disability insurance premiums are taxable to the executives and no gross-up is paid.

Equity Ownership by Executive Officers and Directors

Under the equity ownership policy adopted by the Board and monitored by the Committee, executive officers and non-executive directors are required to accumulate shares (and options for shares) of the Company’s common stock until they have ownership of shares or options having a total market value equal to the following multiples of their base salaries (minimum annual retainer in the case of directors):

TIFFANY & CO.

		Market Value of Company Stock Holdings as a
		Multiple of Base Salary (Minimum Annual
Position/Level		Retainer in the case of Non-Executive Directors)
Chief Executive Officer		Five Times
Non-Executive Directors		Five Times
President		Four Times
Executive Vice President		Three Times
Senior Vice President		Two Times

Under the share ownership policy, so long as 25% of the required market value consists of shares of the Company’s common stock owned by an executive officer or director, then 50% of the positive current value of his or her vested (exercisable) stock options may also be counted towards compliance. For this purpose, the current value of a vested option is calculated as follows: current market value of the number of shares covered by the option less the total option exercise price.

Prior to satisfying this stock ownership requirement, an executive officer or director may not sell any shares except to:

•

satisfy required withholding for income taxes due upon exercise of stock options or vesting of performance-based restricted stock units;

•

pay the exercise price upon exercise of stock options; and

•

dispose of no more than 50% of the remaining shares issued upon exercise of stock options or vesting of performance-based restricted share units (after paying the exercise price and tax withholding).

The Committee regularly reviews progress toward compliance with the policy.

As of January 31, 2011, the chief executive officer had exceeded his goal by more than five-fold and all of the remaining ten executive officers had achieved their goal. Goal achievement is affected from period to period by fluctuations in the share price, through market transactions and by the vesting of stock options and restricted stock units.

As of January 31, 2011, all of the eight non-management directors had met their share ownership requirements.

Speculative Transactions Not Permitted

The Board has directed executive officers not to engage in transactions of a speculative nature in Company securities, such as the purchase of calls or puts, selling short or speculative transactions as to any rights, options, warrants or convertible securities related to Company securities. This policy does not affect the right to exercise or hold a stock option issued to the executive by the Company.

Retention Agreements

The Committee continues to believe that, during any times of possible or actual transition of corporate control, it would be important to keep the team of executive officers in place, free of distractions that might arise out of concern for personal financial advantage or job security. The Company has not had a single controlling stockholder for many years, and, depending upon the circumstances, executive officers could consider acquisition of a controlling interest as described in the retention agreements to be a prelude to a significant change in corporate policies and an incentive to leave. For these reasons, the Company has entered into retention agreements with

TIFFANY & CO.

each of the executive officers (other than Mr. Cumenal) which provide financial incentives for them to remain in place during any such times. (For a description of the retention agreements, see POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL — Retention Agreements). (For a description of Mr. Cumenal’s employment agreement, which contains comparable provisions to those of the retention agreements see COMPENSATION DISCUSSION AND ANALYSIS Other Employment Agreements or Severance Plans for Executives below.)

The Committee believes that the retention agreements serve the best interests of the Company’s stockholders because such agreements:

•

will increase the value of the Company to a potential acquirer that requires delivery of an intact management team;

•

will help to keep management in place and focused should any situation arise in which a change of control looms but is not welcome or agreement has not yet been reached;

•

are a prudent defense to the possibility that one or more senior executive officers might retire or take a competing job offer during a time of transition; and

•

are not overly generous.

The Committee also believes that the independent directors are fully capable of weighing the merits of any proposed transaction and reaching a proper conclusion in the interests of the stockholders, even in the face of management’s advocacy of a transaction that would provide change in control payments to the executive officers.

Dual Triggers

The retention agreements are “dual-trigger” arrangements in that they provide no benefits unless two events occur: (i) a change in control followed by (ii) a loss of employment.

Definition of “Change in Control”

In Fiscal 2008, the Committee changed the definition of “Change in Control” for use in the Company’s arrangements with the executive officers. This change was made effective for equity grants made in January 2009 and thereafter. This change was also made for the retention agreements (see above) and all executive officers surrendered the old form of retention agreement and entered into a new form with the changed definition. Under the new definition, a “Change in Control” will be deemed to occur only in the following four situations:

•

a 35% share acquisition;

•

incumbent directors (including those nominated by incumbent directors) cease to be a majority;

•

a corporate transaction, such as a merger, in which the shareholders prior to the transaction do not own 51% of the Company’s assets; and

•

a sale of all or substantially all of the assets of the Company or Tiffany.

Other Employment Agreements or Severance Plans for Executives

Apart from the retention agreements and the employment agreement entered into with Frederic Cumenal discussed below, the Company:

•

is not party to any employment agreement with any executive officer that provides for severance benefits on termination of employment;

•

does not maintain any severance payment policy for executive officers; and

•

has the right to terminate the employment of any executive officer for any reason or no reason prior to the occurrence of a change in control.

TIFFANY & CO.

On March 10, 2011 Frederic Cumenal commenced employment with Tiffany as an executive officer with the title “Executive Vice President” and responsibility for sales and distribution of TIFFANY & CO. products in all markets other than the Americas. Tiffany entered into an employment agreement with Mr. Cumenal as part of the recruiting process. The employment agreement, which was approved by the Committee, addresses certain elements of the personal costs, foregone compensation and professional risk that Mr. Cumenal incurred to accept the position and relocate his family to the United States. That employment agreement includes the following key compensatory features:

•

Term: three-year initial term with sequential one-year extensions thereafter. Either Tiffany or Mr. Cumenal may give prior notice of non-extension. In the event of a Change in Control the term will continue for at least two years;

•

Base Salary: $850,000 per year;

•

Target Annual Incentive Award: $595,000 (70% of Base Salary). See Fiscal 2011 Short-Term Goals above;

•

One-time Three-year Cliff-Vesting RSU Grant: grant-date fair value of $1,700,000 (200% of Base Salary);

•

Stock Option Grant: grant date fair value of $850,000 (100% of Base Salary);

•

Performance-Based RSU Grant: grant-date fair value of $850,000 (100% of Base Salary). See Performance Targets, Thresholds and Maximums, Fiscal 2010 Performance-Based Grants above;

•

Relocation Payment: a one-time award of $650,000 subject to a claw-back of 38% should Mr. Cumenal resign without good reason within 18 months of employment;

•

Deferred Compensation: because Mr. Cumenal will not be eligible to participate in any defined benefit pension plan offered by Tiffany, Tiffany will credit $365,000 per year for the first 10 years of his employment to an interest-bearing account for Mr. Cumenal’s retirement. He will be fully vested in this account after three years of employment;

•

Life Insurance Contributions: As it does for the other executive officers, Tiffany will contribute towards the premium on a whole-life insurance policy to be owned by Mr. Cumenal (up to $150,000 per year). See Life Insurance Benefits above;

•

French Pension Scheme Payments: Tiffany will make payments of approximately $75,000 per year of employment for the benefit of Mr. Cumenal’s account with the French social security and complementary pension schemes;

•

Tax Consultation: Tiffany will provide or reimburse Mr. Cumenal for income tax preparation assistance for 2011 and 2012 up to a maximum of $30,000 each year;

•

Severance Prior to a Change in Control —Termination without Cause; Resignation for Good Reason (including Tiffany’s refusal to extend the term): $605,000; plus Base Salary for the balance of Term (minimum of one year; maximum of two years); plus continuation of medical and dental benefits for one year; and

•

Severance After a Change in Control — Termination without Cause; Resignation for Good Reason (including Tiffany’s refusal to extend the term): $1,210,000; plus two times Base Annual Salary; plus continuation of medical and dental benefits for two years.

•

If Mr. Cumenal terminates employment, Tiffany would also pay him an additional $200,000 payment if Tiffany wanted him to adhere to his non-compete.

The One-time Three-year Cliff-Vesting RSU Grant and Deferred Compensation provisions of Mr. Cumenal’s employment agreement were intended by the Committee and Mr. Cumenal as “make whole” payment for amounts Mr. Cumenal would forfeit at his prior employer. Mr. Cumenal has accrued significant long-term pension benefits with his prior employer.

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The French Pension Scheme Payments were intended by the Committee to avoid loss of Mr. Cumenal’s accruals under the French social security and complementary pension schemes.

The employment agreement contains definitions of “Cause” and “Good Reason” and has been filed with the Securities and Exchange Commission as Exhibit 10.154 to the Company’s Report on Form 8-K dated March 21, 2011.

Equity Grant Change in Control Provisions

In 2009, the Committee adopted a comprehensive view of the change in control circumstances which should permit accelerated vesting of stock options and performance-based restricted stock units.

The Committee believes that:

•

where practicable, executives should be required to meet the service vesting provisions of equity grants following a change in control;

•

the definition of “Change in Control” (see above) includes circumstances where it is sensible to require the executive to remain employed in order to vest in his/her equity grant and other circumstances where it is not sensible;

•

following a change in control, an executive should have the benefit of his/her equity grants if terminated without cause or if he/she resigns with good reason;

•

performance-based equity grants should be treated separately from grants that are purely time-vested because a change in control may result in a change in business strategy making it difficult, if not impossible, for the Company to achieve the performance criteria; and

•

the independent directors are fully capable of weighing the merits of any proposed transaction and reaching a proper conclusion in the interests of the stockholders, even in the face of management’s advocacy of a transaction that would provide change in control payments to the executive officers.

For grants made prior to January 2009, the Company’s stock option and performance-based restricted stock unit award agreements provide for accelerated vesting of all options and restricted stock units upon a change in control.

Supplemental Plan Change in Control Provisions

Consistent with its view that Change in Control (“CIC”) entitlements should be triggered, in most circumstances, only on a loss of employment (a “dual-trigger”), the Committee’s CIC Review also focused on the Supplemental Plan for executive retirement benefits. The Committee determined that the Plan, as previously structured, was inconsistent with that view.

Termination for Cause

Stock options granted under the 2005 Employee Incentive Plan may not be exercised after a termination for cause. Performance-based restricted stock units will not vest if termination for cause occurs before the conclusion of the three-year performance period.

TIFFANY & CO.

Recoupment Provisions

All executive officers have signed non-competition covenants that have a two-year post-employment term. For those who are age 60 or older at termination of employment or who attain age 60 within six months of termination, the term ends six months after termination. For all executive officers, the term ends in six months after termination if a change in control (as defined in the retention agreements) has occurred prior to termination of employment or during the six-month period. For all executive officers, once the six-month minimum period has passed, a change of control will result in an early end to the term.

Violation of the non-compete covenants will result in:

•

loss of benefits under the Excess Plan and the Supplemental Plan;

•

loss of all rights under stock options and performance-based restricted stock units; and

•

mandatory repayment of all proceeds from stock options exercised or restricted stock units vested during a period beginning six months before termination and throughout the duration of the non-competition covenant.

Competitive Compensation Analysis

Each year the Committee refers to competitive compensation (market) data because the Committee believes that such data are helpful in assessing the competitiveness of the total compensation offered to the Company’s executive officers. However, the Committee does not consider such market data sufficient for a full evaluation of appropriate compensation for any individual executive officer. Accordingly, the Committee:

•

Has not set a “benchmark” to such data for any executive officer, although it does look to see if the Company’s total executive program falls between the 25th and 75th percentile of market data;

•

Does not rely exclusively on compensation surveys or publicly available compensation information when it determines the compensation of individual executive officers; and

•

Also considers:

•

The comparability of compensation as between executive officers of comparable experience and responsibility;

•

Job comparability with market positions;

•

The recommendations of the chief executive officer; and

•

The Committee’s own business judgment as to an individual’s maturity, experience and tenure, capacity for growth, demonstrated success and desirability to the Company’s competitors.

The Committee reviewed a comparability analysis prepared on November 17, 2010 by Pay Governance LLC, a nationally recognized compensation consulting firm.

The analysis included the following elements of compensation for each executive officer:

•

base salary;

•

target annual incentive or bonus as a percentage of salary;

•

target total cash compensation (salary plus target incentive/bonus award);

•

actual total cash compensation (salary plus actual incentive/bonus granted in the prior year);

•

expected value of long-term incentives as a percentage of salary;

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•

target total direct compensation (target total cash compensation, life insurance cash value increases and the expected value of long-term incentives granted in the prior year);

•

actual total direct compensation (actual total cash compensation plus life insurance cash value increases and the expected value of long-term incentives granted in the prior year); and

•

pay mix.

The Committee believes that a competitive market for the services of retail executives exists, even among firms that operate in a different line of business. To fully understand market compensation levels for comparable executive positions, the analysis includes data for both retail and general industry companies, with greater emphasis on the former.

Defining an appropriate comparator group is a challenge because there are few U.S. companies of similar size in the luxury retail business with an integrated manufacturing function similar to the Company. Thus, as mentioned previously, the market data serve as reference points but the Committee does not “benchmark” to specific market pay levels.

In addition, for the retail market data, two retail groups are used. The first group is based on publicly available pay data from annual proxy statements, and the second group is based on pay data submitted to the Towers Watson Retail/Wholesale Industry and Executive Compensation Surveys. The second group includes privately-held companies and also provides compensation for positions that may not fall within the top five highest paid executives disclosed in the comparator companies’ proxy statements, but the composition of the group varies year-over-year due to survey participation.

The analysis included data concerning compensation for senior positions provided by:

•

a survey of 16 U.S. public companies in the specialty retail industry with median revenues of $2.8 billion (see A below);

•

a survey of 10 public and private companies in the retail industry with median revenues of $2.5 billion (see B below); and

•

a survey of 262 companies in general industry with median revenues of $2.8 billion.

Management consulted with Pay Governance LLC on the selection of companies for comparison, but Pay Governance LLC has maintained its own judgment in that regard.

***

(A) Specialty Retail Companies: Abercrombie & Fitch; AnnTaylor Stores Corporation; Liz Claiborne, Inc.; Coach Inc.; Foot Locker Inc.; J. Crew Group Inc.; Limited Brands Inc.; Movado Group Inc.; Nordstrom Inc.; Pier 1 Imports Inc.; Polo Ralph Lauren Corp.; Saks Inc.; Sotheby’s; The Talbot’s Inc.; Williams-Sonoma Inc.; and Zale Corporation.

(B) Retail Companies: Ann Taylor Stores Corporation; Coach Inc.; Gap Inc.; Harry Winston Diamond Corp.; J. Crew Group Inc.; L.L. Bean; Limited Brands, Inc.; Nordstrom Inc.; Williams-Sonoma Inc.; and Zale Corporation.

***

For retail-specific positions, the analysis of competitive compensation was determined by reference only to surveys of the retail industry mentioned above.

Because the chief executive officer, the chief financial officer and the general counsel do not occupy retail-specific positions, the analysis of competitive compensation was determined by

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reference to surveys of the retail industry mentioned above and to the general industry survey mentioned above.

Relative to the competitive market data, the Company’s target total compensation (Fiscal 2010) was positioned as follows:

•

the chief executive officer’s target total compensation was below the 50th percentile;

•

the target total compensation for the named executive officers in retail-specific positions (Mrs. Canavan and Mr. King) approximated the 50th percentile;

•

the chief financial officer has significant operating responsibilities beyond those typically assigned to those with this title in the surveyed companies and, for that reason, Pay Governance LLC compared his compensation to those in a chief financial officer position and to those in a chief operating officer position:

•

when compared to the chief financial officer position, his target total compensation is above the 75th percentile;

•

when compared to the chief operating officer data, his target total compensation falls between the 50th percentile and the 75th percentile; and

•

the general counsel’s target total compensation approximates the 75th percentile.

Compensation Committee Process

Tally sheets

The Committee reviews “tally sheets” so that the total compensation and equity position in Company stock for each executive officer can be compared. The tally sheets are prepared by the Company’s Human Resources Department for each executive officer and provided to the Committee. The tally sheets include historical compensation and wealth accumulation data.

Consultations with the Chief Executive Officer

The Committee meets with the chief executive officer regularly and solicits his recommendations with respect to the compensation of the executive officers. In this context, his views as to the performance of the individual officers are provided to the Committee. Individual performance has not factored significantly in terms of incentive pay, although the Committee has reserved discretion in that regard, see DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS, Non-Equity Incentive Awards.

Coordination with Financial Results and Annual and Strategic Planning Process

In January, the Committee reviews a forecast of financial results for the fiscal year ending that month with the chief financial officer and calculates the tentative payouts for short- and long-term incentives on that basis. Revised calculations and adjustments are prepared at the March meeting, when fiscal year financial results are nearly final and ready for public release, and when the annual profit plan and the strategic plan are presented for approval by the Board. After the public release of the financial results, the final calculation is made and the Committee authorizes management to make payment on prior year annual incentive awards and performance-based restricted stock unit awards for which the three-year performance period ended in the prior year and to enter into agreements with respect to current year annual incentive awards.

The Committee has limited discretion under the 2005 Employee Incentive Plan to adjust incentive awards for certain events, unanticipated at the time that incentive award targets were set, that affect earnings or for special contributions to other business outcomes consistent with the

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strategic plan. (For a description of the incentive awards, including the incentive awards set and the conditions under which the Committee may exercise discretion, see DISCUSSION OF SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS, Non-Equity Incentive Awards).

The Committee awards stock options to executive officers at the January meeting or when individual promotions are recognized. The Committee has never authorized management to make awards of stock options. Since 2005, awards of performance-based restricted stock units have also been made at the January meeting with reference to a preliminary draft of the Company’s strategic plan, although the specific financial goals are not set until the March meeting when the strategic plan is adopted.

Limitation under Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code generally denies a federal income tax deduction to the Company for compensation in excess of $1 million per year paid to any of the named executive officers. This denial of deduction is subject to an exception for “performance-based compensation” such as the performance-based restricted stock units, stock options and annual incentive awards discussed above. Although the Committee has designed the executive compensation program with tax considerations in mind, the Committee does not believe that it would be in the best interests of the Company to adopt a policy that would preclude compensation arrangements subject to deduction limitations.

The compensation paid to the executive officers is deductible by the Company except in the following respect: that portion of compensation paid to the chief executive officer labeled “Salary” and “All Other Compensation” in the Summary Compensation Table and that portion of the compensation paid to the chief executive officer that relates to the time-vesting restricted stock units granted to him in Fiscal 2010, which appears as part of the column entitled “Stock Awards” in the Summary Compensation Table that, in the aggregate, exceeds $1 million in any single year.

* * *

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REPORT OF THE COMPENSATION COMMITTEE

We have reviewed and discussed with the management of Tiffany & Co. the Compensation Discussion and Analysis section of this Proxy Statement. Based on our review and discussions, we recommend to the Board of Directors, to the chief executive officer and to the chief financial officer that the Compensation Discussion and Analysis be included in this Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended January 31, 2011.

Compensation Committee and its Stock Option Subcommittee:

Gary E. Costley, Chair
Rose Marie Bravo
Abby F. Kohnstamm
Charles K. Marquis
Peter W. May

March 16, 2011

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SUMMARY COMPENSATION TABLE

																										Change in
																										Pension Value
																						Non-				and Nonquali-
																						Equity				fied
																						Incentive				Deferred				All
																						Plan				Compen-				Other
														Stock				Option				Compen-				sation				Compen-
Name and						Salary				Bonus				Awards				Awards				sation				Earnings				sation				Total
Principal Position		Year				($) (a)				($) (b)				($) (c)				($) (d)				($) (e)				($) (f)				($)				($)
Michael J. Kowalski			2010			$	958,957				—			$	2,914,347			$	1,472,010			$	1,550,000			$	2,144,799			$	167,124	(g)		$	9,207,237
Chairman and			2009			$	997,315				—			$	1,593,130			$	1,499,400			$	2,000,000			$	1,615,020			$	168,270	(h)		$	7,873,135
CEO			2008			$	1,037,975				—			$	1,369,200			$	1,492,340				—			$	453,947			$	322,342	(i)		$	4,675,804
James N. Fernandez			2010			$	746,452				—			$	980,991			$	944,723			$	800,000			$	1,172,618			$	125,244	(j)		$	4,770,028
Executive Vice			2009			$	738,013				—			$	864,842			$	833,000			$	1,036,000			$	738,655			$	125,313	(k)		$	4,335,823
President and CFO			2008			$	770,694				—			$	760,200			$	828,008				—			$	185,802			$	222,348	(l)		$	2,767,052
Beth O. Canavan			2010			$	609,129				—			$	756,938			$	725,020			$	630,000			$	934,233			$	103,068	(m)		$	3,758,388
Executive Vice			2009			$	598,389				—			$	637,252			$	599,760			$	840,000			$	421,295			$	102,870	(n)		$	3,199,566
President			2008			$	625,163				—			$	548,100			$	599,936				—			$	235,562			$	173,370	(o)		$	2,182,131
Jon M. King			2010			$	604,329				—			$	756,938			$	725,020			$	650,000			$	1,481,319			$	98,499	(p)		$	4,316,105
Executive Vice			2009			$	598,389				—			$	637,252			$	599,760			$	840,000			$	321,836			$	98,300	(q)		$	3,095,537
President			2008			$	626,774				—			$	548,100			$	596,936				—			$	181,745			$	170,710	(r)		$	2,124,265
Patrick B. Dorsey
Senior Vice President, Secretary and General Counsel			2010			$	503,261				380,000			$	502,607			$	483,347				—			$	1,305,100			$	78,123	(s)		$	3,252,438

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Executive		Position		2010				2009				2008
Michael J. Kowalski		Chairman & CEO		$	4,172,790			$	2,896,600			$	1,369,200
James N. Fernandez		Executive Vice President & CFO		$	1,783,620			$	1,572,440			$	760,200
Beth O. Canavan		Executive Vice President		$	1,376,250			$	1,158,640			$	548,100
Jon M. King		Executive Vice President		$	1,376,250			$	1,158,640			$	548,100
Patrick B. Dorsey		Senior Vice President, Secretary and General Counsel		$	913,830			Not a named Executive Officer				Not a named Executive Officer

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GRANTS OF PLAN-BASED AWARDS
Fiscal 2010
2005 Employee Incentive Plan

																						Estimated Future Payouts
																						Under Equity Incentive
																						Plan Awards (a)
																														Maximum
																										Target				Number
																						Threshold				Number				of Shares
																						Number				of Shares				(assuming
																						of Shares				(assuming				Earnings				All Other
																						(assuming				Earnings				Target is				Option/Stock
																						Earnings				Target is				exceeded				Awards:				Exercise
																						Threshold				reached,				by $3.11				Number				or Base
										Estimated Future Payouts												is met, and				with no				and				of Securities				Price of				Grant Date
										Under Non-Equity												Return on				adjustment				Return on				Under-				Option				Fair Value
										Incentive Plan Awards												Assets				for Return				Assets				lying				Awards				of Equity
						Grant				Threshold				Target				Maximum				Target is				on Assets				Target is				Options/Awards				($/Sh)				Awards
Name		Award Type				Date				($)				($)				($)				not met)				Target)				met)				(#)				(b)				(c) (d)
Michael J. Kowalski		Annual Incentive Award								$	0			$	1,000,000			$	2,000,000
		Performance-Based RSU					1/20/11																6,350				25,400				50,800											$	1,538,097
		Stock Option					1/20/11																												67,000			$	58.00			$	1,472,010
		Time Vesting RSU					1/20/11																												25,000	(e)			N/A			$	1,376,250
James N. Fernandez		Annual Incentive Award								$	0			$	595,000			$	1,190,000
		Performance-Based RSU					1/20/11																4,050				16,200				32,400											$	980,991
		Stock Option					1/20/11																												43,000			$	58.00			$	944,723
Beth O. Canavan		Annual Incentive Award								$	0			$	518,000			$	1,036,000
		Performance-Based RSU					1/20/11																3,125				12,500				25,000											$	756,938
		Stock Option					1/20/11																												33,000			$	58.00			$	725,020
Jon M. King		Annual Incentive Award								$	0			$	518,000			$	1,036,000
		Performance-Based RSU					1/20/11																3,125				12,500				25,000											$	756,938
		Stock Option					1/20/11																												33,000			$	58.00			$	725,020
Patrick B. Dorsey		Performance-Based RSU					1/20/11																2,075				8,300				16,600											$	502,607
		Stock Option					1/20/11																												22,000			$	58.00			$	483,347